Draft Special Resolution for Alteration of Articles



As per the provisions of Section 14 of the Companies Act, 2013, a company can alter it’s Article of Association, Subject to the conditions contained in its memorandum, if any, by passing a special resolution in general meeting.

Special Resolution for Alteration of Articles

RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed thereunder, and subject to approvals, permissions and sanctions from the appropriate authority, if any, the Articles of Association of the Company be and are hereby altered in the manner set out herein below:

The Existing Article No. …. be deleted and replaced with the following article:

“Notwithstanding anything contained in article ……, the Director(s) of the Company may participate in the Meetings of the Board through Video Conference facility and/or any other permissible electronic or communication facility. Provided that such participation by the Director(s) at Meeting(s) of the Board through Video Conference facility and/or use of any other permissible electronic or communication facilities shall be subject to the Rules, Guidelines and permission issued/laid down by the Regulatory/Statutory Authorities in this regard from time to time and meeting(s) so conducted and attended by the Directors in the prescribed manner shall be deemed to have been conducted and attended as if the same has been at a duly convened meeting of the Board”.

"FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Shri ………………….. of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies.”

Explanatory Statement

Section 173 of the Companies Act, 2013 and rules made thereunder have recognized the video conferencing and other audio visual means as mode of participation in the Board Meeting. The rules further provide that the notice to the directors regarding meeting of Board of Directors should provide the option of attending the meeting through video conferencing and other audio visual means. In order to recognize such mode of attending the meeting of Board, the Articles of Association of your company are proposed to be amended to enable such means for attending the board meeting by directors of your company.

None of the Directors/Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No.... of the Notice.

The Board recommends the Special Resolution set out at Item No. … of the Notice for approval by the members.

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